MFB Corp. Announces Renewal of Shareholder Rights Plan

  
    
  
  
    
      MFB Corp. (NASDAQ:MFBC), (the "Corporation"), today announced that the 
      Board of Directors has renewed the Corporation’s 
      Shareholder Rights Plan, which was originally adopted and has been in 
      place since October, 1996 and which expired on October 1, 2006, through 
      the adoption of a new Shareholder Rights Plan (the "Plan"). Like the 
      prior plan, the Plan is designed to enhance long term shareholder value 
      by limiting the ability of individuals to engage in inadequate, 
      undesirable or hostile takeover attempts. The Plan also allows the 
      Corporation to carry out its strategic plan of enhancement of long term 
      shareholder value as a local, independent community bank. The Plan has 
      not been adopted in response to any major purchase of Corporation common 
      stock and the Corporation is not aware of any such major purchase. 
      Rather, the Board of Directors has renewed the Plan at this time in 
      order to safeguard the interests of the Corporations’ 
      shareholders.
    
    
      To implement the Plan, shareholders of record as of October 21, 2006, 
      will receive one right for each outstanding share of the Corporation's 
      Common Stock. Initially, the Rights will trade automatically with the 
      Common Stock and separate Right Certificates will not be issued. The 
      Rights will expire on October 2, 2016, unless earlier redeemed or 
      exchanged. The Board of Directors of the Corporation may approve 
      redemption of the Rights in whole, but not in part, at a price of $.01 
      per Right.
    
    
      Each Right entities the registered holder, subject to the terms of the 
      Rights Agreement, to purchase from the Corporation one share of the 
      Corporation's Common Stock at a purchase price of $93.00 per share, 
      subject to adjustment. The Rights will not be exercisable until a 
      subsequent distribution date which will occur only if a person or group 
      (excluding certain related persons) acquires beneficial ownership of 12% 
      or more of the Corporation's Common Stock (or 10% if a person or group 
      of persons is declared an "Adverse Person" by the Corporation's Board), 
      or announces a tender or exchange offer that would result in such person 
      or group owning 30% or more of the Common Stock. Upon the happening of 
      certain other events, the Rights become exercisable to purchase shares 
      of Common Stock of the Corporation (or, in certain circumstances, other 
      consideration) at a 50% discount to market price. The Plan will be 
      described in the Corporation’s Form 8-A filing 
      with the SEC and in a summary that will be mailed to all shareholders.
    
    
      Mr. Viater explained that the renewal of the Plan will permit the 
      Corporation's directors and management to continue to build long term 
      value for the shareholders and maintain a locally owned and operated 
      banking alternative in Mishawaka, Indiana and the surrounding 
      communities. Mr. Viater further pointed out that the issuance of the 
      Rights has no dilutive effect on the shares themselves or on the 
      Corporation's earnings.
    
    
      MFB Corp.’s wholly-owned bank subsidiary, MFB 
      Financial, provides retail and business financial services to the 
      Michiana area through its eleven banking centers in St. Joseph and 
      Elkhart Counties and private client services to the Indianapolis market 
      through its office in Hamilton County. For more information, go to www.mfbbank.com.
    
    
      Forward-Looking Information
    
    
      Pursuant to the “Safe Harbor” 
      provision in the Private Securities Litigation Reform Act of 1995, 
      statements in this Press Release relating to plans, strategies, economic 
      performance and trends, projections of results of specific activities or 
      investments and other statements that are not descriptions of historical 
      facts may be forward-looking statements within the meaning of the 
      Private Securities Litigation Reform Act of 1995, Section 27A of the 
      Securities Act of 1933 and Section 21E of the Securities Exchange Act of 
      1934. Forward-looking information is inherently subject to risks and 
      uncertainties, and actual results could differ materially from those 
      currently anticipated due to a number of factors, which include, but are 
      not limited to, risk factors discussed in the Corporation’s 
      Annual Report on Form 10-K and in other documents filed by the 
      Corporation with the Securities and Exchange Commission from time to 
      time. Forward-looking statements may be identified by terms such as “may,” 
      “will,” “should,” 
      “could,” “expects,” 
      “plans,” “intends,” 
      “anticipates,” “believes,” 
      “estimates,” “predicts,” 
      “forecasts,” “potential” 
      or “continue” or 
      similar terms or the negative of these terms. Although we believe that 
      the expectations reflected in the forward-looking statements are 
      reasonable, we cannot guarantee results, levels of activity, performance 
      or achievements. The Corporation has no obligation to update these 
      forward-looking statements.
    
  
MFB Corp. (NASDAQ:MFBC), (the "Corporation"), today announced that
the Board of Directors has renewed the Corporation's Shareholder
Rights Plan, which was originally adopted and has been in place since
October, 1996 and which expired on October 1, 2006, through the
adoption of a new Shareholder Rights Plan (the "Plan"). Like the prior
plan, the Plan is designed to enhance long term shareholder value by
limiting the ability of individuals to engage in inadequate,
undesirable or hostile takeover attempts. The Plan also allows the
Corporation to carry out its strategic plan of enhancement of long
term shareholder value as a local, independent community bank. The
Plan has not been adopted in response to any major purchase of
Corporation common stock and the Corporation is not aware of any such
major purchase. Rather, the Board of Directors has renewed the Plan at
this time in order to safeguard the interests of the Corporations'
shareholders.

   To implement the Plan, shareholders of record as of October 21,
2006, will receive one right for each outstanding share of the
Corporation's Common Stock. Initially, the Rights will trade
automatically with the Common Stock and separate Right Certificates
will not be issued. The Rights will expire on October 2, 2016, unless
earlier redeemed or exchanged. The Board of Directors of the
Corporation may approve redemption of the Rights in whole, but not in
part, at a price of $.01 per Right.

   Each Right entities the registered holder, subject to the terms of
the Rights Agreement, to purchase from the Corporation one share of
the Corporation's Common Stock at a purchase price of $93.00 per
share, subject to adjustment. The Rights will not be exercisable until
a subsequent distribution date which will occur only if a person or
group (excluding certain related persons) acquires beneficial
ownership of 12% or more of the Corporation's Common Stock (or 10% if
a person or group of persons is declared an "Adverse Person" by the
Corporation's Board), or announces a tender or exchange offer that
would result in such person or group owning 30% or more of the Common
Stock. Upon the happening of certain other events, the Rights become
exercisable to purchase shares of Common Stock of the Corporation (or,
in certain circumstances, other consideration) at a 50% discount to
market price. The Plan will be described in the Corporation's Form 8-A
filing with the SEC and in a summary that will be mailed to all
shareholders.

   Mr. Viater explained that the renewal of the Plan will permit the
Corporation's directors and management to continue to build long term
value for the shareholders and maintain a locally owned and operated
banking alternative in Mishawaka, Indiana and the surrounding
communities. Mr. Viater further pointed out that the issuance of the
Rights has no dilutive effect on the shares themselves or on the
Corporation's earnings.

   MFB Corp.'s wholly-owned bank subsidiary, MFB Financial, provides
retail and business financial services to the Michiana area through
its eleven banking centers in St. Joseph and Elkhart Counties and
private client services to the Indianapolis market through its office
in Hamilton County. For more information, go to www.mfbbank.com.

   Forward-Looking Information

   Pursuant to the "Safe Harbor" provision in the Private Securities
Litigation Reform Act of 1995, statements in this Press Release
relating to plans, strategies, economic performance and trends,
projections of results of specific activities or investments and other
statements that are not descriptions of historical facts may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking information is inherently subject to risks
and uncertainties, and actual results could differ materially from
those currently anticipated due to a number of factors, which include,
but are not limited to, risk factors discussed in the Corporation's
Annual Report on Form 10-K and in other documents filed by the
Corporation with the Securities and Exchange Commission from time to
time. Forward-looking statements may be identified by terms such as
"may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "forecasts,"
"potential" or "continue" or similar terms or the negative of these
terms. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
results, levels of activity, performance or achievements. The
Corporation has no obligation to update these forward-looking
statements.